MOAltria

We note your discussion that adjusted diluted EPS for 2018 cannot be reconciled due to the highly variable nature of the forecast. However, we note from page 16 that you do disclose all amounts excluded from adjusted diluted EPS for 2017.

Rest of the question

Given your presentation of amounts excluded from adjusted diluted EPS, a non-GAAP measure, please revise to incorporate all disclosures required by Item 10(e) of Regulation S-K with regards to this measure for fiscal 2017 including a reconciliation to the most directly comparable GAAP measure (diluted EPS).

Altria acknowledges the Staff’s comment. To the extent applicable in future filings, Altria will provide all disclosures required by Item 10(e) of Regulation S-K, including a reconciliation of any historical non-GAAP financial measure (e.g., adjusted diluted EPS) to the most directly comparable GAAP financial measure (e.g., diluted EPS). Read in the reply ↗

We note your first statement concerning adjusted diluted EPS growth in the second quarter of 2018. In accordance with Item 100(A)(1) of Regulation G, please revise to balance your disclosure of growth in adjusted diluted EPS with the growth in the most comparable GAAP number, diluted EPS.

Altria acknowledges the Staff’s comment; however, Altria believes Exhibit 99.1 to the Form 8-K presents the GAAP and non-GAAP EPS measures in a balanced manner that is consistent with Item 100(a)(1) of Regulation G. In particular, the “Financial Performance” section on page 3 of Exhibit 99.1 sets forth for both the second quarter and first half of 2018, (i) the GAAP and non-GAAP EPS measures for the relevant period, (ii) the changes in the GAAP and non-GAAP EPS measures from the prior-year period and (iii) a discussion of the drivers of those period-to-period changes.

Rest of the answer

Moreover, Altria notes that it presents both the GAAP and non-GAAP EPS measures on page 1 of Exhibit 99.1 in the “Altria Headline Financials” table that appears below the statement in question. On both page 3 and page 1 of Exhibit 99.1, the GAAP presentation precedes the non-GAAP presentation. Altria also provides on page 3 of Exhibit 99.1 reconciliations of the GAAP EPS measure to the non-GAAP EPS measure.

Altria understands that the reference in the Comment Letter to the “first statement concerning adjusted diluted EPS growth” focuses on the first sentence in the statement of Altria’s Chairman and Chief Executive Officer on quarterly performance. While this statement references a non-GAAP financial measure, Altria believes that this statement only represents high-level, general commentary on Altria’s second quarter performance in relation to its 2018 adjusted diluted EPS guidance. In fact, the statement provides important context for Altria’s modification to that guidance, which is also disclosed in Exhibit 99.1. Altria reiterates its belief, as noted above, that it presents the GAAP and non-GAAP EPS measures in a balanced manner that is consistent with Item 100(a)(1) of Regulation G through both the detailed disclosure on page 3 of Exhibit 99.1 and the table on page 1 of Exhibit 99.1 that appears below the statement in question.

If there is any additional information that we might provide to assist the Staff’s review, please call me at (804) 484-8280. Similarly, please let me know if you wish to discuss our responses.

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